SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR May 25, 2005
ALLIED DOMECQ PLC
(Exact name of Registrant as specified in its Charter)
ALLIED DOMECQ PLC
(Translation of Registrant's name into English)
The Pavilions
Bridgwater Road
Bedminster Down
Bristol BS13 8AR
England
(Address of Registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No x
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If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b): 82- _____
Exhibit Index
Exhibit No. Description
Exhibit No. 1 Scheme of Arrangement announcement dated 25 May 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM AUSTRALIA, CANADA OR JAPAN
25 May 2005
ALLIED DOMECQ PLC - RECOMMENDED OFFER BY PERNOD RICARD S.A.
Allied Domecq PLC ("Allied Domecq") announces that it is today posting to
shareholders the document detailing the Scheme of Arrangement ("the Scheme")
relating to the recommended Offer ("the Offer") by Pernod Ricard S.A. ("Pernod
Ricard") to acquire the entire issued and to be issued share capital of Allied
Domecq. The Court Meeting and Extraordinary General Meeting of Allied Domecq
shareholders to approve the Scheme will be held on 4 July 2005.
The Offer
Under the terms of the Offer, shareholders will receive 545 pence and 0.0158 New
Pernod Ricard shares for each Allied Domecq share. Based on a Pernod Ricard
share price of 116 Euros, the Offer values each Allied Domecq share at 670 pence
and the existing issued share capital of Allied Domecq at approximately GBP7.4
billion. As at 20 April 2005, the day prior to the announcement of the Offer,
the closing price of a Pernod Ricard share was 116.9 Euros.
The value of the Offer of 670 pence per Allied Domecq share represents a premium
of approximately 36.2 per cent to the closing price of 492 pence per share on 3
February 2005, the last business day before speculation about a potential offer
from Pernod Ricard, and a premium of approximately 24.8 per cent to the closing
price of 537 pence per share on 4 April, the last business day before Allied
Domecq announced that it was in preliminary discussions with Pernod Ricard.
At the close of business on 24 May 2005, the implied value of the Pernod Ricard
offer was 679 pence per Allied Domecq share, based on a closing middle-market
share price of 123.4 Euros for each Pernod Ricard share and an Euro/Sterling
exchange rate of 1.4531 Euros per pound sterling. The closing middle-market
share price for the Allied Domecq share was 694 pence. That price includes the
declared interim dividend of 6.5 pence per share which Allied Domecq
shareholders on the register at close of business on 10 June remain entitled to
receive.
Background to and reasons for recommending the Offer
In his letter to shareholders contained with the Scheme Document, Allied
Domecq's Chairman Sir Gerry Robinson describes the background to the Offer and
the reasons why the Allied Domecq Board has unanimously recommended that its
shareholders vote in favour of the Offer.
He describes the way in which consolidation has been a focus for speculation and
comment in the wines and spirits sector for several years.
The two most significant developments in the past decade have been the formation
of Diageo itself in 1997 and the sale of Seagram's wines and spirits business to
Diageo and Pernod Ricard in 2001.
Over the past five years, Allied Domecq has delivered high levels of organic
growth in a buoyant spirits sector. More recently, while the Group has continued
to outperform and has delivered consistently strong earnings growth, this has
been achieved against much more difficult trading conditions in many markets.
In these increasingly challenging market conditions, the need for further
consolidation in the distilled spirits industry has become increasingly
apparent. Given the shareholder structures of the majority of Allied Domecq's
significant competitors, there was always the possibility that Allied Domecq's
participation in such consolidation would be as the subject of an acquisition
rather than as the acquirer.
This recommended Offer from Pernod Ricard provides Allied Domecq Shareholders
with the ability to crystallise the value that has been achieved and the
possibility of continuing to participate in the future success of Allied
Domecq's brands within an enlarged Pernod Ricard business.
The indicative proposal from the Constellation Consortium
In the letter to shareholders, Sir Gerry states that on 13 May 2005 Allied
Domecq received an indicative proposal from Constellation Brands Inc supported
by the Brown-Forman Corporation, Lion Capital (formerly Hicks Muse Europe) and
Blackstone Group (together "the Consortium"). The indicative proposal is highly
conditional and is subject to considerable further due diligence by the
Consortium, confirmation of financing and a number of other significant
conditions. It is too early to determine whether the indicative proposal can
translate into a firm offer for Allied Domecq.
The Board will continue to discuss this indicative proposal with the Consortium
to establish whether the conditionality can be removed. The Panel on Takeovers
and Mergers has ruled that, by 5.00 p.m. on Wednesday 29 June 2005, the
Consortium must either announce a firm intention to make an offer for Allied
Domecq pursuant to Rule 2.5 of the City Code or announce that it will not
proceed with an offer for Allied Domecq. In the event that the Consortium
announces that it will not proceed with an offer for Allied Domecq, the members
of the Consortium and any persons acting in concert with them will, except with
the consent of the Panel, be unable to make an offer for Allied Domecq for six
months from the date of such announcement.
The Board of Allied Domecq recognises its fiduciary duty to consider any higher
or preferable offer should one be made. To date, no such an offer has been made.
Recommendation to shareholders
The Board of Allied Domecq unanimously recommends shareholders to vote in favour
of the Offer at the Court Meeting and the Extraordinary General Meeting
scheduled for 4 July 2005.
Current trading and outlook for Allied Domecq
In the two months since the end of its half year on 28 February 2005, Allied
Domecq has continued to achieve volume growth from its core spirits brands and
premium wines. The QSR business continues to grow. This satisfactory result has
been achieved in spite of the inevitable disruption caused by intense media
speculation concerning a possible bid for Allied Domecq by Pernod Ricard. An
approach from Pernod Ricard was announced on 5 April 2005 and the Offer was
announced on 21 April 2005. The Group has subsequently announced an approach
from the Consortium which has led to further media speculation.
Allied Domecq has taken action to respond to the changes in behaviour from some
customers, suppliers and competitors. Current forecasts support expectations of
high single digit earnings per share growth translated at constant foreign
exchange rates for the year ending 31 August 2005. While these indications are
encouraging, the unavoidable disruption caused by the Offer and the approach
from the Consortium may yet have a short term impact on the performance of the
business.
END
For further information:
Press Enquiries:
Stephen Whitehead, Director of Group Corporate Affairs +44 (0) 207 009 3927
+44 (0) 7880 783532
Anthony Cardew, Cardew Group +44 (0) 207 930 0777
+44 (0)7770 720 389
Investor Enquiries
Peter Durman, Director of Group Investor Relations +44 (0) 7771 974817
(Copies of the Scheme Document will be available on the investor relations
section of the Allied Domecq website allieddomecq.com from 25 May 2005.)
Cautionary statement regarding forward-looking information
This announcement includes forward-looking statements. All statements other than
statements of historical fact included in this document regarding the business,
financial condition, results of operations of Allied Domecq or the Allied Domecq
Group and certain plans, objectives, assumptions, expectations or beliefs with
respect to these items and statements regarding other future events or
prospects, are forward-looking statements. Should one or more of the risks or
uncertainties associated with such forward-looking statements materialise, or
should assumptions underlying such forward-looking statements prove incorrect,
actual results may vary materially from those described herein. Allied Domecq
assumes no obligation to update or correct the information contained in this
announcement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
25 May 2005
ALLIED DOMECQ PLC
By: /s/ Charles Brown
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Name: Charles Brown
Title: Director, Corporate Secretariat
Deputy Company Secretary